N.Y. U.C.C. 1-301

Section 1--301. Territorial Applicability; Parties' Power to Choose\n Applicable Law.\n (a) Except as otherwise provided in this section, when a transaction\nbears a reasonable relation to this state and also to another state or\nnation, the parties may agree that the law either of this state or of\nsuch other state or nation shall govern their rights and duties so long\nas none of the parties to the transaction is a consumer and a resident\nof New York. Where a consumer is a resident of the state of New York,\nNew York state law shall apply.\n (b) In the absence of an agreement effective under subsection (a), and\nexcept as provided in subsection (c), this act applies to transactions\nbearing an appropriate relation to this state.\n (c) If one of the following provisions of this act specifies the\napplicable law, that provision governs and a contrary agreement is\neffective only to the extent permitted by the law so specified:\n (1) Section 2--402;\n (2) Sections 2-A--105 and 2-A--106;\n (3) Section 4--102;\n (4) Section 4-A--507;\n (5) Section 5--116;\n (6) Section 8--110;\n (7) Sections 9--301 through 9--307; and\n (8) Section 12--107.\n